AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 14, 2000Merger Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • New York
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Tender and Voting Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meaning ascribed to them in the Merger Agreement.
RECITALSConsulting and Noncompetition Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • New York
RECITALS --------Preferred Stock and Escrow Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • Illinois
October 8th, 1999 Mr. Salam Chaudhary Vice President Wind Point Partners One Towne Square Suite 780 Southfield, Michigan 48076 Dear Mr. McMahon: CONFIDENTIALITY AGREEMENT This will confirm our understanding with you that we shall treat any information...Confidentiality Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods
This will confirm our understanding with you that we shall treat any information concerning Serengeti Eyewear, Inc. (the "Company") (whether prepared by the Company, its advisors or otherwise) which is furnished to us by or on behalf of the Company and identified in writing as confidential to the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter and take or abstain from taking certain other actions as set forth below.
LETTERHEAD]Financing Commitment • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods
Antares Capital Corporation ("Antares") is pleased to provide this commitment to you to amend or amend and restate, including an increase in the amount of, the financing memorialized by that certain Amended and Restated Credit Agreement dated as of February 8, 2000, among you, as Borrower, Antares, as Agent, and the Lenders party thereto (the "Existing Credit Agreement") on the terms and subject to the conditions set forth herein and in the term sheet attached hereto (the "Term Sheet"). The letter supercedes in its entirety our letter to you dated June 23, 2000.
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Tender and Voting Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods
